Statut
STATUTE
of non-profit association
Balkan-Indian Business Association
I. NAME
Art. 1. (1) The name of the association is Balkan-Indian Business Association, abbreviated as BIBA, hereinafter referred to as the “Association”.
(2) The name of the Association can be written in equivalent words in English or other language.
STATUS
Art. 2. (1) The Association was created for non-profit purposes. It has the status of a legal entity as per Art.1, Par. 2 of the Non-profit Legal Entities Act (NPLEA).
(2) The Association is a legal entity separate from its members and is liable for its obligations with all its property.
II. HEADQUARTER
Art. 3. (1) The Association’s headquarter is in Sofia city, Iskar district
(2) The Association’s business address is 357 Tsarigradsko Shosse Blvd., Sofia.
(3) The Association also can provide other addresses for correspondence.
III. ASSOCIATION’S AIMS AND INSTRUMENTS FOR THEIR ACHIEVEMENT
Association’s aims
Art. 4. To widen and deepen the economic cooperation between the Balkan countries and Republic of India
Instruments for achieving the aims
Art. 5. The instruments, which the Association will use to achieve its aims, are:
1. To support the business organizations to establish contacts in terms of trade, investment activities, approach to new markets, science and technology projects realization, establishment of joint-ventures, common participation in infrastructure projects and other mutually advantageous business activities in the tourism, transportation and other sectors;
2. Cooperation with government institutions, aiming to found a legal basis for promotion of the economic relations between the Balkan countries and India;
3. Offering to government institutions options to solve economic issues, related to individual members or groups of members of the Association;
4. Lobbying government institutions to promote the relations between the business representatives, including realization of business visits;
5. To assist the settlement of possible business and trade disputes between contracting parties from Balkan countries and India;
6. Assistance in organization of trade shows and presentations of companies and products;
7. Other instruments, used by the civil society organizations;
IV. DEFINITION OF ACTIVITY
Art. 6. The Association carries out its activities, privately benefitting its members, based on this statute and the decisions, made by its management bodies, while observing the legislations of the Republic of Bulgaria.
V. SUBJECT OF ACTIVITY
Art. 7. The subject of activity of the Association is:
1. to support, promote and protect its members’ interests towards the public administrations of the Balkan countries and India, as well as other national and international organizations;
2. to develop and submit to the government institutions offers, analyses, expert reports and others, favoring the development of the Balkan-Indian economic cooperation;
3. to develop and offer to the competent government authorities normative acts, focused on creation of favorable conditions to the Balkan-Indian economic relations;
4. to assist the Association’s members to develop their activity;
5. to cooperate with relevant organizations in the Balkan countries and India and to participate in the activities of international institutions and organizations;
6. to take other actions, which do not contradict with this statute’s regulations;
VІ. governing and regulatory BODIES
Art. 8. (1) The Association’s governing and regulatory bodies are:
1. General Assembly;
2. Managing Committee;
3. Chairman of the Managing Committee;
4. Control Committee;
5. Chairman of the Control Committee;
(2) The governing and regulatory bodies of the Association set up, organize their activities and make their fundamental rights in accordance with this statute’s regulations.
General Assembly
Art. 9. (1) The General Assembly is the supreme body of the Association and includes all its members;
(2) The juridical entities participate in the assembly through their representatives. They prove this by providing a certificate of current status of the juridical entity.
(3) The members of the Association can provide written authorization letter to a physical person to act as their representative during one or unlimited number of sessions of the General Assembly. The authorized persons are not allowed to represent more than three members at the same time and to transfer their authorization rights to third parties.
Notice of General Assembly
Art. 10. (1) The General Assembly is convoked regularly by the Managing Committee at least once per year in the settlement, where is the headquarter of the Association.
(2) The Managing Committee is obligated to convoke an extraordinary General Assembly in a period of two weeks after such request is submitted by 1/3 of the members of the Association. If in this period the Assembly is not convoked, these members have the right to send the request to the court, where the Association is registered.
(3) Extraordinary General Meeting can be convoked by the Managing Committee, or by a request from the Controlling Committee.
Invitation for General Assembly
Art. 11. (1) The invitation shall include the meeting agenda, date, time and venue of the General Assembly, as well as the initiator’s details, and it shall be specified that if the minimum number of the members are not present, the meeting shall be held with one hour delay with the same meeting agenda and venue. It will be deemed as legal, regardless of the number of the attending members.
(2) The invitation shall be placed on the announcement board in the building, where is the Association’s managing office, at least one month before the appointed date.
Art. 12. The written materials related to the meeting agenda shall be available at the Association’s managing office 7 days before the date of the General Assembly and shall be provided to each member by e-mail.
General Assembly Quorum
Art. 13. (1) The General Assembly shall be deemed as legal if more than one half of the Association members are present. In the absence of a quorum the meeting shall be held with one hour delay with the same meeting agenda and venue. It will be deemed as legal, regardless of the number of the attending members.
(2) The quorum is determined by the Assembly chairman based on a list where the names of the present members shall be written, as well as the names of their representatives. The list shall be notarized by the chairman and the secretary of the Assembly and shall be attached to the meeting protocol.
Voting rights
Art. 14. (1) Each member of the Association has one vote.
(2) A member of the Association has no vote in solving issues, related to:
1. the member himself/herself, his/her spouse or lineal relatives up to any degree, collateral relatives up to the fourth degree of consanguinity, and relatives by marriage up to the second degree of affinity inclusive;
2. juridical entities, in which he/she acts as a representative or can impose or prevent decision making;
General Assembly decisions
Art. 15. (1) On the General Assembly the decisions are made in an open vote, unless the Assembly decides the vote to be secret, by a majority of the votes of the members present at the meeting. The decisions related to Art. 26, It. 1, 4, 5 and 6 shall be made by a majority of the votes of the 2/3 of the members present at the meeting.
(2) The General Assembly cannot make decisions related to issues not included in the meeting agenda announced in the invitation.
General Assembly session
Art. 16. (1) For the operative management of each session, the General Assembly shall appoint chairman and secretary, proposed by the Managing Committee.
(2) A record of the session shall be kept and certified by the members of the appointed management, who are responsible for its content authenticity.
Control
Art. 17. Each member of the Association, the Managing Committee, the Control Committee or the prosecutor, can refer a decision of the General Assembly to the court, where the Association was registered, to announce whether the decision is in conformity with the law, as well as with this statute. This shall be made in one month after learning the decision, but not later than one year after its approval.
Managing Committee
Art. 18. (1) The Managing Committee of the Association consists of up to 5 physical persons, appointed by the Association’s members, elected by the General Assembly for a maximum of 5 years period.
(2) The members of the Managing Committee can be re-elected.
(3) Persons convicted with intentional criminal actions by general matter cannot be elected as members of the Managing Committee.
Convocation of the Managing Committee
Art. 19. (1) The General Assembly sessions are convoked and initiated by the chairman at least once per quarter. The chairman is obligated to convoke an extraordinary meeting of the Managing Committee in a period of 7 days after such request is submitted by 1/3 of its members. The request shall contain the reasons for the convocation, as well as the open issues, which shall be discussed. If in this period the Managing Committee is not convoked by the chairman, the Managing Committee’s each member concerned has the right to convoke it.
(2) The sessions shall be governed by the chairman, or in case of his absence – by a member of the Managing Committee.
(3) The Managing Committee session can be deemed as legal if more than half of its members are present.
(4) A member, with whom has been established a telephone or other kind of mutual communication, which can prove his/her identity and can allow him/her to participate in the discussions and decision making, can be deemed as an attendant. The vote of this member is certified by the chairman in the meeting record.
Managing Committee decisions
Art. 20. (1) The decisions of the Managing Committee are made in an open vote by a majority of the votes of the members present at the meeting. The decisions related to Art. 27, It. 4, 5, 8, 9, 12 and 13 shall be made by a majority of the votes of all members.
(2) The decisions of the Managing Committee shall be recorded and certified by the chairman and the secretary of the session, who are responsible for their content authenticity.
(3) The Managing Committee can make a decision without convocation of a session if the record for the decision is signed by all its members without further remarks or objections.
(4) The Control Committee shall be informed by e-mail about the decisions made by the Managing Committee.
Control
Art. 21. (1) At the General Assembly the Association’s each member concerned can argue a decision made by the Managing Committee, which is not in conformity with the law, with this statute or with a previous decision made by the General Assembly. The request shall be submitted in one month after learning the decision, but not later than one year after its approval.
(2) The Control Committee can stop the implementation of decisions made by the Managing Committee, which are not in conformity with the statute, until the General Assembly announcement.
Responsibility of the members of the Managing Committee
Art. 22. The members of the Managing Committee bear joint liability for their actions prejudicial to the property and interests of the Association.
Chairman of the Managing Committee
Art. 23. (1) The chairman is elected by the General Assembly from the members of the Managing Committee.
(2) The mandate of the chairman is equal to the mandate of the Managing Committee.
(3) The chairman can be re-elected.
Control Committee
Art. 24. (1) The Control Committee of the Association consists of up to 5 physical persons, appointed by the Association’s members, elected by the General Assembly for a maximum of 5 years period.
(2) The members of the Control Committee can be re-elected.
(3) Persons convicted with intentional criminal actions by general matter cannot be elected as members of the Control Committee.
Chairman of the Control Committee
Art. 25. (1) The chairman is elected by the General Assembly from the members of the Control Committee.
(2) The mandate of the chairman is equal to the mandate of the Control Committee.
(3) The chairman can be re-elected.
VІІ. fundamental rights of the governing and REGULATORY bodies of the association
Fundamental rights of the General Assembly
Art. 26. The General Assembly:
1. makes changes and addendum to the state;
2. enrolls and dismisses the members and the chairmen of the Managing and Control Committees and controls their activities;
3. makes replacements of the members and the chairmen of the Managing and Control Committees before the expiration of their election period;
4. indict or quit of responsibility the members and the chairmen of the Managing and Control Committee;
5. makes decisions to transform or terminate the activity of the Association, as well as to announce its liquidation and to appoint the Managing Committee or a person elected by the Managing Committee as a liquidator;
6. along with the activity termination decision also makes decisions to distribute the remaining property after the creditors’ claims have been satisfied;
7. approves general directions for the activity of the Association;
8. approves the annual reports related to the activity of the Managing and Control Committees;
9. approves the budget of the Association;
10. amends and cancels the decisions made by the other governing and regulatory bodies of the Association, which are not in conformity with the law, the state or other inner regulations related to the activity of the Association;
Fundamental rights of the Managing Committee
Art. 27. The Managing Committee:
1. formulates the scope of the representative power of the vice-chairmen of the Managing Committee, the executive directors and the general secretary of the Association, elected by the Managing Committee;
2. guarantees the implementation of the decisions, made by the General Assembly and reports about its activity to the General Assembly;
3. makes decisions to participate and to cancel the participation in other organizations;
4. makes decisions to acquire and to appropriate immovable property;
5. approves plans and programs related to the activity of the Association;
6. approves and submits to the General Assembly budget drafts;
7. approves the annual statement reports and balance sheets of the Association;
8. makes decisions regarding the amount of the member fees;
9. enrolls, dismiss and suspend members of the Association;
10. approves inner regulations related to the organization and the activity of the Association;
11. elects honorary members, establish awards and symbols of the Association;
12. appoints a liquidator;
13. manages the assets of the Association, makes decisions for its financial resourses management and bear liability for this;
Fundamental rights of the chairman
Art. 28. The chairman of the Managing Committee:
1. manages the current activity of the Association in conformity with the law, the state and the decisions, made by the General Assembly and the Managing Committee;
2. organizes the decisions implementation, made by the General Assembly and the Managing Committee;
3. convokes the ordinary and extraordinary sessions of the Managing Committee, organizes and manages them;
4. hires and dissolves personnel needed for the activity of the Association, fully controls and manages the personnel;
5. develops and submits for approval to the Managing Committee a project for: а) annual budget of the Association; b) accounting report and the balance sheet of the Association for the previous period; c) recruitment of personnel of the Association;
6. organizes and controls the management and proper use of the property of the Association;
7. opens and closes bank accounts of the Association and manages its financial instruments in accordance with the decisions of the Managing Committee;
8. submits proposals for the Association’s members enrollment, dissolution and suspension to the Managing Committee;
Fundamental rights of the Control Committee
Art. 29. (1) The Control Committee:
1. examines the implementation of the decisions made by the General Assembly and the Managing Committee;
2. supervises the conformity of the decisions made by the governing and regulatory bodies of the Association with the law and the purposes set by the Association;
3. controls the proper use of the property of the Association;
4. makes conclusion regarding the annual report, balance and budget of the Association and reports its activity to the General Assembly;
(2) the members of the Control Committee can attend the sessions of the Managing Committee by a deliberative vote;
(3) if a serious breakage of the law is detected by the Control Committee, it can request the Managing Committee to convoke the General Assembly.
VIII. REPRESENTATION
Art. 30. (1) The Association is represented by the chairman of the Managing Committee.
(2) In case of a legal dispute between the Association and the Managing Committee or members of the Managing Committee, the Association is represented by one or several persons, elected by the General Assembly.
IХ. membership
Art. 31. (1) Members of the Association can be juridical or efficient physical persons.
(2) The membership in the Association is voluntary. The persons, cited in the above Article, which accept the state of the Association, can be its members.
(3) The members of the Association keep their juridical and economic independence.
(4) Membership relations occur in the following cases:
1. enrollment;
2. merger;
3. acquisition;
Enrollment of new members
Art. 32. (1) New members of the Association are enrolled based on a written application as per the sample, approved by the Managing Committee.
(2) The candidates which are juridical entities shall provide a copy of the certificate of the current status of the company and a resolution to participate in the Association, issued by their managing body, where it declares its agreement with this state.
(3) The Managing Committee announces its decision during its first meeting after the application was submitted.
(4) The decision of the Managing Committee is announced in writing to the candidates for members.
(5) In case of cancellation by the Managing Committee, Отмяна на отказ can be requested from the General Assembly of the Association in accordance with Art.21 of this state.
Rights and liabilities of the members
Art. 33. The members of the Association have the following rights:
1. to participate in the management of the Association;
2. to be informed about the activity of the Association and to attend the sessions of the Managing Committee, where issues they are interested in are discussed. In these cases the Managing Committee is obligated to provide timely information to the persons concerned;
3. to propose to the Association issues related to their activity to be discussed and positions on them to be taken;
4. to use the property of the Association as long as it is related to the performance of the activities and functions of its governing and regulatory bodies or such, imposed by a decision of these bodies;
5. to use the results of its activity in conformity with the regulations of this state;
6. to ask the Association for support related to the protection of their interests;
Art. 34. The members of the Association have the following liabilities:
1. to observe the regulations of this state and to fulfill the decisions of the governing and regulatory bodies of the Association;
2. to participate in the activities of the Association and to work to fulfill its aims;
3. to assist to fulfill its tasks;
4. to improve the reputation of the Association, to support its property expansion and to avoid any activity or inactivity, which is not in conformity with its aims and to discredit it;
5. to deposit the stipulated in the current state membership fees in time;
6. to provide information needed for the fulfillment of its aims and tasks;
Art. 35. The membership rights and liabilities, except for those relate to the property, are non-transferable and cannot be transferred to third parties in case of termination.
Art. 36. The members of the Association have the rights to empower third party – a member of the Association, to упражнява their rights and to fulfill their liabilities, which shall be declared in writing and shall take an effect after a written notice is submitted to the Managing Committee. In these cases they are responsible for the nonfulfillment of their liabilities by the authorized person.
Art. 37. The members of the Association are not responsible for its liabilities and the creditors have no right to lay a claim to their property.
Membership termination
Art. 38. (1) The membership in the Association is terminated:
1. in the event of leaving – with a one-sided termination written notice to the Managing Committee, submitted at least one month in advance;
2. in the event of termination of the juridical entity in case of death or placing under full judicial disability of the physical person, which is a member of the Association;
3. in the event of dismissal;
4. in the event of dropping out due to non-payment of the stipulated membership fees or regular absence in the activities of the Association;
(2) The Association will not refund the paid membership fees in the event of termination.
Dismissal
Art. 39. (1) A member of the Association can be dismissed by the Managing Committee, when:
1. he/she does not fulfill the liabilities as per Art.34;
2. he/she carries out other activities conflicting with his/her further membership in the Association;
(2) In minor cases of failure to perform his/her obligations as per Art.34 the Managing Committee can submit notices or warnings for dismissal, fixing a deadline for performing of the obligation.
(3) The decision for dismissal can be appealed to the General Assembly as per Art.21 of the current state.
Dropping out
Art. 40. (1) There is an event of dropping out of a member of the Association when one of the following circumstances exists:
1. he/she has not paid the membership enrollment fee one-month after his/her enrollment;
2. he/she has delayed to pay the payable membership fees more than three months without valid reasons;
3. he/she stopped to participate in the activities of the Association;
(2) The above circumstances are determined by the Managing Committee, which reports about the dropping out at the General Assembly and record it in the documentation of the Association.
Members transformation
Art. 41. The juridical entities, authorized by the members of the Association can become its members after their transformation, as per Art.32.
Х. TERM
Art. 42. The Association is not limited with any term or any other preliminary determined termination condition.
ХІ. PROPERTY
Property content and resources
Art. 43. (1) The Association forms its property, based on property rights and other real rights upon movable and immovable property, intellectual property rights, claims and other rights, stipulated by the law.
(2) Funding resources of the Association are:
1. enrollment and monthly membership fee;
2. income from own properties and activities;
3. donations and devises from physical and juridical persons;
4. other legal resources;.
Membership fees
Art. 44. (1) The Managing Committee determines the payability and the amount of the membership fees, as well as the terms and methods of payment.
(2) In case of a negative annual balance the Managing Committee can make a decision the members to pay supplementary instalments to cover the losses.
Business activity
Art. 45. (1) The Association can perform and organize the performance of supplementary business activity, benefitting its members or third parties in the following fields:
1. economic analyses and investitions;
2. economic and social policies;
3. international projects and programs;
4. international economic cooperation;
5. periodic information publications;
6. expertise activities and consultancy;
(2) The Association will not carry out economic activity, which is not connected to the subject of the main activity, stipulated in the current state, and will use the income only for achievement of the aims of the Association.
(3) The performance of the activity described in Par.1 of the current article is based on the conditions and rules, stipulated by the laws, governing this activity.
(4) The Association does not allocate the earnings.
Income regime
Art. 46. (1) All incomes of the Association, regardless of their nature and source, are included in its property and can be uses for the achievement of its aims.
(2) The income cannot be distributed as earnings between the members of the Association.
Expenses
Art. 47. The Association makes its expenses in accordance and in the frames of the approved budget.
ХІІ. TRANSFORMATION, TERMINATION AND LIQUIDATION
Transformation
Art. 48. (1) The decisions related to merger, acquisition, separation, transformation and termination of the Association are made by the General Assembly.
Termination
Art. 49. The Association is terminated:
1. upon the decision of the General Assembly;
2. upon decision of the headquarter’s regional court, according to Art.13, Par. 1, It. 3 of the Non-profit Legal Entities Act.
Liquidation
Art. 50. (1) In the event of termination of the Association based on the decision of the General Assembly, the Managing Committee or a person appointed by it performs the liquidation.
(2) The liquidation is performed in conformity with the Trade Law regulations.
Property after liquidation
Art. 51. Distribution of the property left after the creditor claims have been satisfied is performed in accordance with the decision made by the General Assembly as per Art.25, It. 6.
Art. 52. If the General Assembly has not made a decision to distribute the property left after the creditor claims have been satisfied, the liquidator cashes and distributes it between the members based on the membership fees paid by them during the membership period.
Art. 53. The funds for the liquidation, including the liquidator’s earnings, are determined by the Managing Committee.
TRANSITIONAL AND CONCLUDING REGULATIONS
§ 1. This statute was adopted at the session of the Association’s constituent assembly, held in Sofia on November 1, 2016.
§ 2. The provisions of the Non-profit Legal Entities Act will be applied to the cases, which are not regulated in this statute, as well as to this statute’s provisions interpretation and application.